REG NEWCO, INC. STOCKHOLDER AGREEMENTStockholder Agreement • August 10th, 2009 • REG Newco, Inc. • Delaware
This STOCKHOLDER AGREEMENT (this “Agreement”) is made and entered into as of , 2009, by and among: (i) REG Newco, Inc., a Delaware corporation (the “Company”), (ii) certain of the holders of the Company’s Series A Convertible Preferred Stock (“Series A Preferred Stock”), as listed on Exhibit A hereto (collectively referred to herein as the “Series A Stockholders” and each individually as a “Series A Stockholder”), and (iii) certain of the holders of the Company’s Common Stock (“Common Stock”), as listed on Exhibit A hereto (collectively referred to herein as the “Common Stockholders” and each individually as a “Common Stockholder”). The Series A Stockholders and the Common Stockholders are sometimes collectively referred to herein as the “Stockholders” and each individually as a “Stockholder.”
ContractWarrant Agreement • August 10th, 2009 • REG Newco, Inc. • Delaware
THIS WARRANT, AND ANY SHARES OF COMMON STOCK ACQUIRED UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY OTHER APPLICABLE SECURITIES LAWS. THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF THEM UNDER THE ACT AND ANY OTHER APPLICABLE SECURITIES LAW, OR RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT. NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE TRANSFERRED EXCEPT UPON THE CONDITIONS SPECIFIED IN THIS WARRANT, AND NO TRANSFER OF THIS WARRANT OR ANY OF SUCH SHARES SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL SUCH CONDITIONS SHALL HAVE BEEN COMPLIED WITH. TRANSFER OF THIS WARRANT OR ANY OF SUCH SHARES IS FURTHER RESTRICTED AS PROVIDED IN THE AMENDED AND RESTATED STOCKHOLDER AGREEMENT D
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 10th, 2009 • REG Newco, Inc. • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of , 2009, by and among REG Newco, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and Biofuels Company of America, LLC, an Illinois limited liability company (“BCA”).
ContractWarrant Agreement • August 10th, 2009 • REG Newco, Inc. • Delaware
THIS WARRANT, AND ANY LIMITED LIABILITY COMPANY UNITS ACQUIRED UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY OTHER APPLICABLE SECURITIES LAWS. THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NEITHER THIS WARRANT NOR ANY OF SUCH UNITS MAY BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF THEM UNDER THE ACT AND ANY OTHER APPLICABLE SECURITIES LAW, OR RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT. NEITHER THIS WARRANT NOR ANY OF SUCH UNITS MAY BE TRANSFERRED EXCEPT UPON THE CONDITIONS SPECIFIED IN THIS WARRANT, AND NO TRANSFER OF THIS WARRANT OR ANY OF SUCH UNITS SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL SUCH CONDITIONS SHALL HAVE BEEN COMPLIED WITH. TRANSFER OF THIS WARRANT OR ANY OF SUCH UNITS IS FURTHER RESTRICTED AS PROVIDED IN THE COMPANY’S AMENDED AND RESTATED LIMITED
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 10th, 2009 • REG Newco, Inc. • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of , 2009, by and among REG Newco, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), the holders of the Company’s Series A Convertible Preferred Stock as listed on Exhibit A hereto (the “Series A Stockholders”), and the holders of the Company’s Common Stock as listed on Exhibit A hereto (the “Common Stockholders”). The Series A Stockholders and Common Stockholders are collectively referred to herein as the “Stockholders.”
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE...Warrant Agreement • August 10th, 2009 • REG Newco, Inc. • Illinois
THIS CERTIFIES THAT, for good and valuable consideration, the receipt of which is hereby acknowledged, or its lawful assignee (the “Holder”) is entitled to subscribe for and purchase from Blackhawk Biofuels, LLC, an Illinois limited liability company (the “Company”), of the Class A Units of the Company pursuant to the terms and subject to the conditions hereof. The Class A Units that may be acquired upon exercise of this Warrant are referred to herein as the “Warrant Units.” As used herein, the term “Holder” means the Holder, any party who acquires all or part of this Warrant as a registered transferee of the Holder, or any record holder or holders of the Warrant Units issued upon exercise, whether in whole or in part, of the Warrant.
RULE 145 AFFILIATE LETTERAffiliate Letter • August 10th, 2009 • REG Newco, Inc.
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE...Warrant Agreement • August 10th, 2009 • REG Newco, Inc. • Illinois
THIS CERTIFIES THAT, for good and valuable consideration, the receipt of which is hereby acknowledged, Ebenezer Mgmt, LLC or its lawful assignee (the “Holder”) is entitled to subscribe for and purchase from Blackhawk Biofuels, LLC, an Illinois limited liability company (the “Company”), 100,000 of the Class A Units of the Company pursuant to the terms and subject to the conditions hereof. The Class A Units that may be acquired upon exercise of this Warrant are referred to herein as the “Warrant Units.” As used herein, the term “Holder” means the Holder, any party who acquires all or part of this Warrant as a registered transferee of the Holder, or any record holder or holders of the Warrant Units issued upon exercise, whether in whole or in part, of the Warrant.
ContractWarrant Agreement • August 10th, 2009 • REG Newco, Inc. • Delaware
THIS WARRANT, AND ANY SHARES OF COMMON STOCK ACQUIRED UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY OTHER APPLICABLE SECURITIES LAWS. THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF THEM UNDER THE ACT AND ANY OTHER APPLICABLE SECURITIES LAW, OR RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT. NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE TRANSFERRED EXCEPT UPON THE CONDITIONS SPECIFIED IN THIS WARRANT, AND NO TRANSFER OF THIS WARRANT OR ANY OF SUCH SHARES SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL SUCH CONDITIONS SHALL HAVE BEEN COMPLIED WITH. TRANSFER OF THIS WARRANT OR ANY OF SUCH SHARES IS FURTHER RESTRICTED AS PROVIDED IN THE STOCKHOLDER AGREEMENT DATED AUGUST 1, 2006,
